Affinity Water East Limited (Formerly Veolia Water East Limited)
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AFFINITY WATER EAST LIMITED (FORMERLY VEOLIA WATER EAST LIMITED) ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013 (Registered Number 2663338) Affinity Water East Limited (formerly Veolia Water East Limited) Contents Page Directors and advisers 1 Directors’ report 2 Independent auditor’s report 7 Profit and loss account 9 Statement of total recognised gains and losses 10 Note of historical cost profits and losses 11 Balance sheet 12 Notes to the financial statements 13 Affinity Water East Limited (formerly Veolia Water East Limited) Directors and advisers Directors Richard Bienfait (appointed 11 July 2012) Duncan Bates (appointed 27 July 2012) Nevil Muncaster (Managing Director) (resigned 27 June 2012) Jeffrey Herbert (Chairman) (resigned 27 July 2012) Peter Martin (resigned 27 July 2012) Olivier Bret (resigned 27 June 2012) Company Secretary Tim Monod Tim Charlesworth (Joint Secretary) (appointed 1 June 2012, resigned 22 January 2013) Graham Oliver (resigned 13 April 2012) Registered Office Tamblin Way Hatfield Hertfordshire AL10 9EZ Registered Auditors Ernst & Young LLP 1 More London Place London SE1 2AF Registered Number 2663338 1 Affinity Water East Limited (formerly Veolia Water East Limited) Directors’ report for the year ended 31 March 2013 Introduction The directors present their annual report and the audited statutory financial statements for the year ended 31 March 2013. The name of the company changed from Veolia Water East Limited to Affinity Water East Limited on 1 October 2013. Principal activity The principal activity of the company was the supply of water to an estimated population of 157,000 in an area of 352 square kilometres in the north-east Essex. Following the sale of all the company’s trade, assets and liabilities to Affinity Water Limited on 27 July 2012, the company’s main activity is to manage its financial resources to maximise returns to the company’s shareholders. Significant events during the year On 6 December 2011, the company’s then ultimate parent company and controlling party, Veolia Environnement S.A., announced its intention to sell its regulated water interests in the United Kingdom. On 28 June 2012, the majority shareholding in the group of companies, of which Affinity Water East Limited (formerly Veolia Water East Limited) was a wholly owned subsidiary, and of which Affinity Water Capital Funds Limited (formerly Veolia Water Capital Funds Limited) was the ultimate parent undertaking, was sold by Veolia Water UK Limited (formerly Veolia Water UK Plc) to Affinity Water Acquisitions Limited (formerly Rift Acquisitions Limited), an acquisition entity formed by Infracapital Partners II, the infrastructure investment fund managed by M&G (the European Investment arm of Prudential Plc), and Morgan Stanley Infrastructure Partners. Veolia Environnement S.A. has retained a 10 per cent minority shareholding through its subsidiary Veolia Water UK Limited. On 27 June 2012, in accordance with the terms of the sale of the Affinity Water Capital Funds Limited group by Veolia Water UK Limited, an exceptional deficit repair contribution amounting to £0.75m was made into the Veolia UK Pension Plan (the ‘VUKPP’). Following discussions with Ofwat during 2011, Affinity Water Limited (formerly Veolia Water Central Limited) made a formal application to Ofwat on 23 February 2012 to unify the licenses of the formerly named companies Veolia Water Central Limited, Veolia Water East Limited and Veolia Water Southeast Limited so as to operate the three areas under a single licence. Approval was received from Ofwat following a period of formal public consultation. The unification of the regulated businesses was effected on 27 July 2012. Affinity Water East Limited received £65m from Affinity Water Limited as consideration for the transfer of the trade and net assets on that date. This amount was then transferred to Affinity Water Capital Funds Limited as a long term loan. As a part of the rebranding of the whole retained group post divestment from Veolia Water Limited, on 1 October 2012, the name of the company changed from Veolia Water East Limited to Affinity Water East Limited. Directors The directors of the company, together with their periods of office, are shown on page 1. 2 Affinity Water East Limited (formerly Veolia Water East Limited) Directors’ report for the year ended 31 March 2013 (continued) Business review and financial performance The turnover for the year is £5.2m (2012: 12 months £15.1m) and operating costs are £3.6m (2012: 12 months £11.4m), remaining fairly consistent with the previous year on a proportionate basis. Interest income from the long term loan of £65m to Affinity Water Capital Funds Limited is £3.3m (2012: £nil). The overall profit after tax for the year is £8.9m (2012: £2.9m) which includes £5.7m from the profit on the sale of the business to Affinity Water Limited on the unification of the water licences. Future developments The company will continue to manage the business and its financial resources to maximise returns to the company’s shareholders for the long term. The company will earn interest charged against the £65m loan to Affinity Water Capital Funds Limited. Dividends The directors have declared and paid the following dividends during the year ended 31 March 2013: Ordinary dividends: £000 Interim – paid June 2012 2,392 Interim – paid January 2013 1,733 _________ 4,125 _________ The company’s parent company, Affinity Water Capital Funds Limited waived £90,000 of their £1,706,000 January 2013 interim dividend. Employees Communication and participation is a central theme to maintaining the employee relationship throughout the company. The company’s policy is to consult both formally and informally, on matters that affect employees, through a planned system of team briefings and other meetings. The company continued to place the highest priority on health and safety, and this subject remained the first agenda item at its Board meetings and monthly management meetings. The company gives full consideration to applications from disabled persons where the candidate’s particular aptitudes and abilities are consistent with the requirements of the job. Opportunities are available to disabled employees for training, career development and promotion. 3 Affinity Water East Limited (formerly Veolia Water East Limited) Directors’ report for the year ended 31 March 2013 (continued) Charitable and political contributions The company continues to make donations, largely to water-related and local organisations which aim to: • improve opportunities and create worthwhile experiences for the disadvantaged • improve the quality of life of senior citizens and the vulnerable within the community and • educate young people about water and sustainability issues. Donations are funded through operating expenditure and in 2013 £4,000 (2012: £12,000) was contributed to the Affinity Water Trust (formerly the Veolia Water Trust). The Affinity Water Trust is a charitable fund with a board of trustees administered by Charis Grants Limited. No political contributions were made during the year. Creditor payment policy The company recognises the importance of having a reasonable payment policy with its suppliers to: • settle the terms of payment with those suppliers when agreeing the terms of each transaction; • ensure that those suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and • pay in accordance with its contractual and other legal obligations. The payment policy applies to all payments to creditors for revenue and capital supplies of goods and services. The average number of creditor days is 102 (2012: 60). Corporate governance From 27 July 2012, the principal business of Affinity Water East Limited is to manage its financial resources to maximise returns to the company’s shareholders and the company is a wholly owned subsidiary of Affinity Water Capital Funds Limited. Both of the company’s directors are also directors of Affinity Water Limited. The company benefits from the corporate governance arrangements established by Affinity Water Limited, full details of which can be found in Affinity Water Limited’s own annual report and financial statements, together with more detailed corporate reporting disclosures. The Board has overall responsibility for the company’s systems of internal control and for reviewing the effectiveness of these systems. It is responsible for ensuring the company meets its obligations to its shareholders and meets from time to time to facilitate this. Going concern The company has adequate resources to meet its current operational and financial obligations, and the directors have a reasonable expectation that this will continue for the foreseeable future. This assessment is based on the consideration of the company’s budgeted cash flows, long term forecasts and related assumptions. For this reason, the directors continue to adopt the going concern basis in the statutory financial statements. 4 Affinity Water East Limited (formerly Veolia Water East Limited) Directors’ report for the year ended 31 March 2013 (continued) Directors’ qualifying third party indemnity provisions The company has granted an indemnity to one or more of its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in Section 234 of the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the directors' report. Regulatory